Where a special purpose vehicle has been incorporated for the purposes of a capital markets transaction its shares will often be held separately from the rest of the structure. This ensures that the SPV will not appear on the balance sheet of any of the parties to the transaction and in addition that none of the parties will be regarded as the controller to whom creditors might look as a source of repayment in the event of insolvency.

This can be achieved through two main mechanisms:-

• the establishment of a Share Trust (also known as a Charitable Trust) by the execution of a trust deed by the trustee which then holds the shares in the SPV subject to the trust for the benefit of the stated charities (or class of charities).
  
  
• the establishment of a Foundation which serves a similar purpose to a charitable trust but is an “ownerless” incorporated separate legal entity which is established for its stated objects. Foundations were introduced to Jersey law in 2009 - for further information please read our client briefing which can be found at the bottom of this page.

Ogier has experience in establishing and successfully administering both types of structure and can provide the following services:-

Services

• Establishment of the Trust or Foundation.
  
  
• Registered office, registered agent, secretarial and registrar services.
  
  
• Provision of directors (individual or corporate) and trustees.
  
  
• Bookkeeping and preparation of financial statements.
  
  
• Agent for service of process.
  
  
• Escrow / nominee services.
  
  
• General corporate administration services.